Foraco Announces Approval of Financial Reorganization and Election of Directors
TORONTO and MARSEILLE, France, June 25, 2021 /CNW/ - Foraco International SA (TSX: FAR) (the "Company" or "Foraco"), in accordance with Toronto Stock Exchange ("TSX") requirements, announces the voting results at the extraordinary and ordinary meeting of shareholders of the Company held on June 24, 2021 in Marseille, France (the "Meeting"). At the Meeting, the shareholders approved certain resolutions listed in the Company's management proxy circular dated May 20, 2021 (the "Proxy Circular"), which included resolutions in respect to the reorganization of its existing indebtedness (the "Financial Reorganization") and the election of directors.
Closing of the Financial Reorganization remains subject to the negotiation of mutually acceptable definitive agreements, regulatory approvals, including approval of the TSX, and other conditions precedent which are customary for this type of transaction. Further information regarding the Financial Reorganization can be found in the Proxy Circular prepared in connection with the Meeting and in the Company's press release dated May 19, 2021, both of which are available at www.sedar.com.
The votes submitted with respect to the Financial Reorganization resolutions were as follows:
Security interests granted in relation to the refinancing of the existing senior secured bonds and the existing subordinated bonds issued by the Company
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,933,717 |
70,915,073 |
99.86% |
Adopted |
AGAINST |
5,100 |
5,100 |
0.01% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Increase of the share capital by incorporation of issuance premium to increase the par value to €0.02 per share
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,933,717 |
70,915,073 |
99.86% |
Adopted |
AGAINST |
5,100 |
5,100 |
0.01% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Delegation of authority to be given to the board of directors to decide a share capital increase in cash to be paid up by way of set-off of claims under the existing subordinated bonds through the issuance of new ordinary shares of the Company, with removal of the preferential subscription right in favor of the holders of existing subordinated bonds, who form a category of specified persons within the meaning of Article L. 225-138 of the French Commercial Code
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,933,717 |
70,915,073 |
99.86% |
Adopted |
AGAINST |
5,100 |
5,100 |
0.01% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Delegation of authority to be given to the board of directors to issue shares, with removal of the preferential subscription rights in favour of members of employee savings plans, in accordance with Article L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq of the French Labour Code
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
6,722,997 |
6,722,997 |
9.47% |
|||
AGAINST |
209,209 |
60,022,147 |
215,820 |
60,447,176 |
85.12% |
Rejected |
Abstain |
3,750,000 |
95,250 |
3,845,250 |
5.41% |
Overall cap for the issuance authorizations
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,938,817 |
70,920,173 |
99.7% |
Adopted |
AGAINST |
0 |
0 |
||||
Abstain |
95,250 |
95,250 |
0.13% |
Amendments to Article 16 of the Company's articles of association relating to observers subject to occurrence of the closing date
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772 147 |
6,938,817 |
70,920,173 |
99.87% |
Adopted |
AGAINST |
% |
|||||
Abstain |
95,250 |
95,250 |
0.13% |
Modification of the directors age and subsequent amendment of the Article 14 of the Company's articles of association
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772 147 |
6,593,547 |
70,574,903 |
99.38% |
Adopted |
AGAINST |
340,170 |
340,170 |
0.48% |
|||
Abstain |
100,350 |
100,350 |
0.14% |
The director nominees, as listed in the Proxy Circular, were elected as directors of the Company at the Meeting. In accordance with French law, shareholders of the Company, when voting in elections for directors, are given the option to vote "for" or "against/abstain" for the director nominees, meaning that it is not possible for nominees for directors to receive a majority of "withhold" votes. The votes submitted for each director were as follows:
Daniel Simoncini
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772 147 |
6,933,717 |
70,915,073 |
99.86% |
Adopted |
AGAINST |
5,100 |
5,100 |
0.01% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Jean-Pierre Charmensat
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,763,017 |
70,744,373 |
99.62% |
Adopted |
AGAINST |
175,800 |
175,800 |
0.25% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Bruno Chabas
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,552,297 |
70,533,653 |
99.32% |
Adopted |
AGAINST |
386,520 |
386 520 |
0.54% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Warren Holmes
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,422,847 |
70,404,203 |
99.14% |
Adopted |
AGAINST |
515,970 |
515,970 |
0.73% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
Jorge Hurtado
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,466,647 |
70,448,003 |
99.20% |
Adopted |
AGAINST |
472,170 |
472, 170 |
0.66% |
|||
Abstain |
95,250 |
95,250 |
0,13% |
Diercxsens Investment & Advisory BV
Shareholders |
PRESENT |
POWERS |
PROXIES |
Total votes |
% of |
RESULT |
FOR |
209,209 |
63,772,147 |
6,552,297 |
70,533,653 |
99.32% |
Adopted |
AGAINST |
386,520 |
386,520 |
0.54% |
|||
Abstain |
95,250 |
95,250 |
0.13% |
In addition, the Meeting voted 99.87%% in favour of the Company declaring a nil dividend for the 2020 fiscal year.
The Company's statutory filings, including its complete report of voting results from the Meeting, are available at www.sedar.com.
About Foraco
Foraco International SA (TSX: FAR) is a leading global mineral drilling services company that provides a comprehensive and reliable service offering in mining and water projects. Supported by its founding values of integrity, innovation and involvement, Foraco has grown into the third largest global drilling enterprise with a presence in 22 countries across five continents. For more information about Foraco visit www.foraco.com
SOURCE Foraco International SA
Please contact: Fabien Sevestre, Email: [email protected], Tel: (705) 495-6363
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